Common use of Termination for Failure of Conditions Clause in Contracts

Termination for Failure of Conditions. (a) Subject to Section 2.5(c), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3 shall not have been satisfied or waived by Buyer (in accordance with the requirements of Section 15.6) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(c), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. Buyer may include such notice of termination in the notice described in Section 2.6(b). (c) Neither Party may terminate this Agreement pursuant to this Section 2.5 if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied. (d) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 15.2; provided, however, that no Termination Payment will be due hereunder arising out of any such termination.

Termination for Failure of Conditions. (a) Subject to Section 2.5(c2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3 shall not have been satisfied or waived by Buyer (in accordance with the requirements of Section 15.6) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(c2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. Buyer may include such notice of termination in the notice described in Section 2.6(b). (c) Neither Party may terminate this Agreement pursuant to this Section 2.5 if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied. 1 Note: To the extent Performance Assurance is not initially required to be posted by Seller and/or a Seller Parent Guaranty is not as part of Seller’s credit support requirement determined by the CET, this Agreement will be modified accordingly prior to execution. (d) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 15.2; provided, however, that no Termination Payment will be due hereunder arising out of any such termination.